BANCROFT  LIBRARY 
SUTRO.  JUNE  1939 


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SAN   FRANCISCO,    CAL. 


Sax   Francisco  : 

COSMOPOLITAN    PRINT,   505    CLAY  STREET, 

1869. 


Digitized  by  tine  Internet  Arciiive 

in  2007  witii  funding  from 

IVIicrosoft  Corporation 


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BANCROFT  LFBRARY 
SUTRQ.  JUhE  IQ30 


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SAN  FRANCISCO,   CAL. 


San  Francisco  : 
cosmopolitan  print,  505  clay  street, 


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Bancroft  Ubnury 


ORRICERS-. 

^Vp^ 

l^RESIDENT, 

SAMUEL    MERRITT, 

VICE  PRESIDENT, 

MICHAEL    REESE, 

TREASURER. 

J.  SELIGMAN   &   CO. 

SECRETARY    AND    GENERAL  AGENT. 

W.   K.  VAN  ALEN. 


trustees. 
Samuel  Merritt,  John  B.  Felton, 

Michael  Reese,  A.  Seligman, 

Joseph  Aron,  Henry  Barroilhet, 

Wm.    H.   Sharp. 


&txtxtxmU  0f  ^txtoxvtaxntxon 

OF   THE 

SUTRO   TUNNEL   COMPANY. 


Know  all  men  by  these  presents,  That  we,  the  un- 
dersigned, have  this  day  associated  ourselves  to- 
gether for  the  purpose  of  incorporating  under  the 
laws  of  the  State  of  California,  a  corporation  to  be 
known  by  the  corporate  name  of  "Sutko  Tunnel 
Company;"  and  we  hereby  certify  that  the  objects 
for  which  this  Corporation  is  formed,  are  : 

To  acquire,  exercise,  carry  on,  avail  themselves  of 
all  the  rights,  privileges,  franchises,  and  property 
owned  by  Adolph  Sutro  and  associates,  under  an 
Act  of  the  Legislature  of  the  State  of  Nevada,  en- 
titled, ''An  Act  granting  the  right  of  way  and 
authorizing  A.  Sutro  and  his  associates  to  construct 
a  mining  and  draining  tunnel,"  approved  February 
4, 1865;  and  an  Act  of  Congress  of  the  United  States 
of  America,  entitled,  "An  Act  granting  to  A.  Sutro  the 
right  of  way,  and  granting  other  privileges  to  aid  in 
the  construction  of  a  draining  or  exploring  tunnel 
to  the  Comstock  Lode  in  the  State  of  Nevada,"  ap- 
proved July  25,  1866  ;  also  to  acquire  by  purchase, 
donations  or  otherwise;  lease,  sell,  mortgage,  pledge, 


b  CEETIFICATE    OF  INCOEPOEATION. 

hypothecate,  or  otherwise  or  in  any  manner  dispose 
of,  any  and  all  kinds  of  property;  also  to  engage  in 
mining,  milling,  smelting,  tunnelling,  draining, 
ditching,  and  all  other  business  connected  there- 
with, in  the  State  of  Nevada  ;  also  to  receive  from 
Congress  or  the  Legislature  of  any  State  any  addi- 
tional franchises  or  property. 

That  the  Capital  Stock  of  this  Corporation  shall 
be  Twelve  Millions  of  Dollars,  divided  into  One 
Million  Two  Hundred  Thousand  Shares  of  the  par 
value  of  Ten  Dollars  each. 

That  the  time  of  its  existence  shall  be  fifty  years 
from  and  after  the  date  of  this  certificate. 

That  the  number  of  its  Trustees  shall  be  seven,  and 
that  the  names  of  those  who  shall  be  Trustees  and 
manage  its  affairs  during  the  first  three  months,  and 
until  their  successors  are  elected,  are :  Samuel  Mer- 
ritt,  Michael  Keese,  Abraham  Seligman,  Joseph  Aron, 
William  H.  Sharp,  John  B.  Felton,  H.Barroilhet. 

That  its  principal  place  of  business  shall  be  in 
the  City  of  San  Francisco,  State  of  California. 

In  witness  wheeeof,  we  have  hereunto  set  our 
hands  and  seals  this  29th  day  of  November,  A.  D. 
1869.  [Signed,]         Samuel  Meeeitt, 

Michael  Eeese, 
Abeaham  Seligman, 
Joseph  Aeon, 
William  H.  Sharp, 
John  B.  Felton, 
H.  Baeeoilhet. 


SUTK0    TUNNEL   COMPANY. 


State  of  California,  | 

City  and  County  of  San  Francisco,  f 

On  the  twenty-ninth  day  of  November,  A.  D .  one 
thousand  eight  hundred  and  sixty-nine,  before  me, 
F.  J.  Thibault,  a  Notary  Public  in  and  for  said  city 
and  county,  residing  therein,  duly  commissioned 
and  sworn,  personally  appeared  Samuel  Merritt, 
Michael  Keese,  Abraham  Seligman,  Joseph  Aron, 
William  H.  Sharp,  John  B.  Felton,  and  Henry  Bar- 
roilhet,  whose  names  are  subscribed  to  the  annexed 
instrument  as  parties  thereto,  v/ho  are  personally 
known  to  me  to  be  the  individuals  described  in  and 
who  executed  the  annexed  instrument,  and  they 
severally,  each  for  himself,  duly  acknowledged  to 
me  that  they  executed  the  same  freely  and  volunta- 
rily, and  for  the  uses  and  purposes  therein  men- 
tioned. 

In  witness  wheeeof,  I  have  hereunto  set  my 
hand  and  affixed  my  official  seal,  in  said  county,  the 
day  and  year  in  this  certificate  last  above  written. 

[  seal  .  ]  F.J.  Thibault,  Notary  Public . 

Filed  in  the  office  of  the  County  Clerk  of  the  City 
and  County  of  San  Francisco,  this  29th  day  of  No- 
vember, A.  D.  1869. 

WASHINGTON  BAKTLETT, 
By  Beet  McNuxty,  Deputy.  County  Clerk. 

Certified  copy  filed  in  the  office  of  the  Secretary 
of  State  November  30th,  1869. 


PREAMBLE. 


The  Incorporators  of  "The  Sutro  Tunnel  Com- 
pany," a  Corporation  organized  under  tlie  laws  of 
the  State  of  California,  and  under  the  foregoing 
Certificate  of  Incorporation,  for  the  organization 
of  the  Company,  the  management  of  its  property, 
the  regulation  of  its  affairs,  the  transfer  of"  its 
stock,  and  for  carrying  on  all  kinds  of  business 
within  the  objects  and  purposes  of  the  Company, 
do  adopt  the  following  By-Laws: 

BY-LAWS. 

AETICLE  I. 

NAME   AND   CAPITAIi   STOCK. 

This  Company  shall  be  known  as  "The  Sutro 
Tunnel  Company,"  and  shall  have  a  Capital  Stock 
of  $12,000,000,  which  shall  be  divided  into  1,200,000 
shares  of  ten  dollars  each. 

AKTICLE  II. 

membebs. 
The  members  of  this  Company  shall  be  its  incor- 
porators, and  such  other  persons  as  may  subscribe 
for  and  receive  or  become  purchasers  of  one  or  more 
shares  of  the  capital  stock.  The  original  subscri- 
bers for  stock  shall  sign  these  By-Laws,  and  there- 


BY-LAWS. 


after  they  and  their  assigns  shall  be  bound  by  the 
laws  and  regulations  of  this  Association. 

AKTICLE  III. 

C0EP0BA.TE      POWERS. 

The  corporate  powers  of  this  Company  shall  be 
vested  in  a  Board  of  seven  Trustees,  and  the  officers 
of  the  Company  shall  be  a  President,  a  Vice-Presi- 
dent, a  Secretary,  a  Treasurer,  a  General  Agent  and 
a  Superintendent. 

ARTICLE  rvBancroft  lAmn 

MEETING   OF  STOCKHOLDEES. 

The  annual  meeting  of  Stockholders  for  the  elec- 
tion of  Trustees  and  transaction  of  other  business, 
shall  be  held  at  the  City  of  San  Francisco  on  the 
first  Mondaj?^  in  the  month  of  March  of  every  year. 

Notice  of  ail  meetings  of  Stockholders  shall  be 
given  by  publication  for  two  weeks  in  some  daily 
newspaper  published  in  San  Francisco,  and  one 
daily  j)aper  imblished  in  Storey  or  Lyon  County^  in 
the  State  of  Nevada.  No  meeting  of  the  Stock- 
holders shall  be  competent  to  transact  business 
unless  a  majority  of  the  stock  is  represented.  In 
case  a  majority  of  the  stock  is  not  represented  at 
the  annual  meeting,  a  similar  notice  shall  te  pub- 
lished and  ^iven  by  the  Secretary,  calling  another 
meeting  within  thirty  days  thereafter.  Each  share 
of  stock  shall  be  entitled  to  one  vote,  and  each  vote 


10  SUTEO   TUNNEL   COMPANY. 

may  be  east  by  proxy  at  all  meetings  of  the  Stock- 
holders ;  the  proxy  shall  be  in  writing  and  iiled  with 
the  Secretary. 

ARTICLE  V. 

TKUSTEES. 

The  Trustees  elected  at  the  first  annual  meeting 
of  the  Stockholders  shall  serve  one  year,  and  until 
their  successors  are  elected.  Their  term  of  office 
shall  commence  immediately  after  their  election. 
Vacancies  in  the  Board  of  Trustees  shall  be  filled 
by  a  majority  of  Trustees  in  office,  within  thirty 
days  after  such  vacancy  shall  occur,  and  the  person 
so  elected  shall  hold  office  until  the  next  annual 
election  thereafter.  No  person  who  is  not  at  the 
time  of  the  election  an  owner  of  the  stock  in  the 
Company  standing  in  his  own  name  on  its  books^ 
shall  be  eligible  to  election  as  a  member  of  the 
Board  of  Trustees. 

The  Trustees  shall  present  a  full  statement  at  the 
annual  meeting  of  the  Stockholders,  showing  in  full 
and  in  detail  the  assets  and  habilities  of  the  Com- 
pany, and  the  general  Condition  of  its  affairs.  They 
shall  call  a  meeting  of  the  Stockholders,  and  pre- 
sent at  the  meeting  a  similar  report,  whenever  so 
requested  in  writing  by  Stockholders  representing 
one-third  of  the  whole  number  of  shares. 

The  Board  of  Trustees  shall  have  power  to  call 
meetings  of  the  Stockholders  whenever  they  deem 


BY-LAWS.  11 


it  necessary.  To  aj^point  and  remove  at  pleasure, 
all  officers,  agents  and  employees  of  the  Company, 
and  to  prescribe  their  duties,  fix  their  compensa- 
tion, and  require  security  for  faithful  service.  To 
make  rules  and  regulations  not  inconsistent  with 
the  laws  of  the  State  of  California  or  the  By-Laws 
of  this  Company.  To  declare  dividends  out  of  the 
surplus  profits  of  the  Company,  whenever  they  may 
deem  it  advisable.  To  make  all  contracts  which  in 
their  judgment  will  subserve  the  interests  of  the 
Company;  and  the  signatures  of  the  President  and 
Secretary  to  any  contract  or  obligation,  when  author- 
ized by  a  vote  of  the  iwajority  of  the  Trustees,  shall 
be  valid  and  binding  upon  the  Company,  To  incur 
such  indebtedness  as  tiiey  may  deem  necessary, 
provided  that  no  debt  exceeding  ten  thousand  dol- 
lars (^10,00  ))  shall  be  contracted  on  behalf  of  the 
Company,  except  with  the  exi^ress  stipulation  that 
the  Stockholders  shall  not  be  held  liable  in  their  in- 
dividual capacity;  and  provided  further,  that  the 
debts  of  the  Company  shall  not  at  any  time  exceed 
in  the  aggregate  the  sum  of  ten  thousand  dollars 
($10,000).  It  shall  be  the  duty  of  the  Trustees  to 
cause  to  be  kept  a  complete  ree  rd  ol*  all  their  offi- 
cial acts,  and  full  minutes  of  the  proceedings  of  all 
meetings  of  the  Board  and  of  the  Stockholders.  To 
require  the  Secretary  and  Treasurer  to  keep  their 
books  and  accounts  in  a  proper  manner.  To  cause 
to  be  issued  to  the  Stockholders,  in  proportion  to 


12  SUTBO   TUNNEL   COMPANY. 

their  respective  interests,  certificates  of  stock,  pro- 
vided that  the  aggregate  amount  of  such  certificates 
of  stock  so  issued  shall  not  exceed  the  capital  stock 
of  the  Company. 

The  Board  of  Trustees  shall  elect  one  of  their 
number  to  act  as  President,  and  one  as  Yice-Pres- 
ident,  and  elect  a  Secretary,  Treasurer,  General 
Agent  and  Superintendent, 

ARTICLE    VI. 

PEESIDENT. 

The  President  shall  preside  at  all  meetings  of  the 
Trustees  and  of  the  Stockholders.  He  shall  sign 
all  certificates  of  stock  and  all  contracts,  and  other 
instruments  of  writing  which  have  been  first  ap- 
proved by  the  Board  of  Trustees,  and  affix  the  cor- 
porate seal  to  all  instruments  requiring  a  seal.  He 
shall  draw  all  warrants  on  the  Treasurer.  He  shall 
have  the  casting  vote  at  all  meetings  of  the  Stock- 
holders or  Trustees .  He  may  call  a  meeting  of  the 
Trustees  or  Stockholders  whenever  he  shall  deem  it 
necessary,  and  shall  have,  subject  to  the  advice  of 
the  majority  of  the  Trustees,  direction  of  the  affairs 
of  the  Company.  In  case  of  his  absence,  or  inabil- 
ity from  any  cause  to  discharge  the  duties  of  the 
office,  the  Vice-President  shall  act  in  his  stead,  per- 
manently or  temporarily,  as  the  circumstances  may 
require,  and  he  shall  be  vested  with  all  the  powers 
of  the  office. 


BY-LAWS.  -  13 

AETICLE    VII. 

TEEASURER. 

The  Treasurer  shall  safely  keep  all  moneys  and 
bullion  belonging  to  the  Company,  and  disburse  the 
same  under  the  direction  of  the  Board  of  Trustees, 
and  in  conformity  with  the  By-Laws  of  the  Company. 

At  each  annual  meeting  of  the  Stockholders,  and 
as  often  as  may  be  required  by  the  Board  of  Trus- 
tees, he  shall  present  a  full  statement  of  his  ac- 
counts with  proper  vouchers.  He  shall  make  no 
payments  except  on  a  warrant  drawn  by  the  Presi- 
dent and  countersigned  by  the  Secretar5^  He  shall 
discharge  such  other  duties  as  pertain  to  his  office, 
and  as  may  be  prescribed  by  the  Board  of  Trustees. 

AETICLE    VIII. 

SECRETARY. 

The  Secretary  shall  keep  a  full  record  of  the  pro- 
ceedings of  the  Trustees  and  of  the  Stockholders. 
He  shall  keep  the  book  of  blank  certificates  of  Stock, 
fill  up  and  countersign  all  certificates  issued,  and 
make  j) roper  entries  in  the  margin  of  such  book,  on 
the  issuance  of  such  certificates.  He  shall  cancel 
all  certificates  surrendered  to  him  before  issuing  new 
certificates  in  lieu  thereof,  and  shall  preserve  the 
certificates  so  surrendered  and  canceled  as  vouchers  ^ 
He  shall  keep  a  transfer  book,  and  a  stock  ledger  in 
debit  and  credit  form,  showing  the  number  of  shares 


BANCROFT  LIBRARY 
SUTRO.  JUNE  1939 


14  SUTKO   TUNNEIi   COMPANY. 

issued  to  and  transferred  by  any  Stockholder,  and 
the  date  of  sueh  issuance  and  transfer.  He  shall 
countersign  all  warrants  drawn  on  the  Treasurer, 
keep  proper  account  books,  and  perform  such  other 
duties  as  pertain  to  his  office,  and  as  are  prescribed 
by  the  Board  of  Trustees.  The  books  of  the  Sec- 
retary, and  such  papers  as  may  be  placed  on  file  by 
a  vote  of  the  Trustees  or  Stockholders,  shall  at  all 
times  during  business  hours  be  subject  to  the  in- 
spection of  Stockholders, 

ARTICLE    IX. 

SUPEEINTENDENT . 

A  Superintendent  shall  be  elected  by  the  Board 
of  Trustees,  and  be  removed  at  their  pleasure.  It 
shall  be  the  duty  of  such  Superintendent  to  take 
charge  of  all  the  property  at  the  works  belonging  to 
the  Company,  and  control  and  direct  all  labor  and 
business  pertaining  to  the  interest,  object  and  oper- 
ation of  the  Company  at  the  works,  subject,  how- 
ever, to  the  direction  and  control  of  the  Board  of 
Trustees.  He  shall  make  monthly  returns  to  the 
Board  of  Trustees  of  all  j)ersons  employed  by  the 
Company,  their  wages,  time  employed,  and  shall 
present  therewith  a  statement  of  all  the  exijendi- 
tures  made  by  him,  and  his  vouchers  therefor,  du- 
pUcates  of  which  shall  be  kept  by  him.  And  he 
shall  also  report  the  general  condition  of  the  w6rk. 
Should  he  require  funds,  he  shall  make  a  requisition 


BY-LAWS.  15 

on  the  Board  of  Trustees  therefor,  stating  the  object 
for  which  they  are  required. 

If  approved  by  the  Board  of  Trustees,  the  money 
shall  be  transmitted  'to  him  in  such  mode  as  they 
may  direct. 

AKTICLE  X. 

CEETinCATE    OF  STOCK. 

Certificates  of  Stock  shall  be  of  such  form  and  de- 
vice as  the  Board  of  Trustees  may  direct.  Each 
Certificate  shall  be  signed  by  the  President  and 
countersigned  by  the  Secretary,  and  bear  the  seal 
of  the  Company,  and  express  on  its  face  its  number, 
date  of  issuance,  the  number  of  shares  for  which 
and  the  person  to  whom  it  is  issued.  Several  Cer- 
tificates maybe  issued  to  the  same  person,  provided 
that  in  the  aggTegate,  they  do  not  exceed  the  num- 
ber of  shares  belonging  to  such  persons.  The  Cer- 
tificate Book  shall  contain  a  margin,  in  which  shall 
be  entered  the  date  and  number  of  shares,  and 
name  of  the  person  expressed  in  the  corresponding 
Certificate.  No  Certificate  of  Stock  shall  be  deliv- 
ered by  the  Secretary  until  the  person  entitled 
thereto  shall  have  signed  the  By-Laws  of  the  Com- 
pany. And  no  stock  shall  be  transferred  till  after 
the  1st  day  of  March,  1871. 

ARTICLE  XI. 

TEANSFER   OF   SHAEES. 

Shares  in  the  Company  may  be  transferred  at  any 


16  SUTEO  TUNNEL  COMPANY. 

time  after  the  1st  of  March,  1871,  properly  indorsed; 
but  no  transfer  shall  be  valid  except  as  between  the 
parties  thereto,  until  the  surrender  of  the  Certificate 
and  acknowledgment  of  such  transfer  on  the  books 
of  the  Company. 

AETICLE    XII. 

COMPENSATION. 

Neither  the  President,  Treasurer,  nor  any  mem- 
ber oi  the  Board  of  Trustees  as  such,  shall  receive 
componsation  for  their  services.  Beasonable  trav- 
elling expenses  shall  be  allowed  by  the  Trustees  to 
the  President  or  other  members  of  the  Board, 
engaged  by  authority  of  the  Board  of  Trustees  in 
the  business  of  the  Company.  The  Superintendent, 
General  Agent  and  Secretary  shall  respectively  re- 
ceive such  compensation  tor  their  services  as  the 
Board  of  Trustees  may  from  time  to  time  determine. 

ARTICLE    XIII. 

AMENDMENTS. 

These  By-Laws  may  be  altered  or  amended  at  any 
meeting  of  the  Stockholders,  of  which  notice  has 
beed  given  as  provided  in  Article  IV,  by  a  majority 
vote  of  nil  shares. 

We,  the  Stockholders,  hereby  agree  and  subscribe 
to  the  foregoing  By-Laws . 


